The
purpose of this 2004 Stock Incentive Plan (the “Plan”) of CMGI, Inc., a
Delaware corporation (the “Company”), is to advance the interests of the
Company’s stockholders by enhancing the Company’s ability to attract, retain
and motivate persons who are expected to make important contributions to the Company
and by providing such persons with equity ownership opportunities and
performance-based incentives that are intended to align their interests with
those of the Company’s stockholders. Except where the context otherwise
requires, the term “Company” shall include any of the Company’s present or
future parent or subsidiary corporations as defined in Sections 424(e) or (f)
of the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the “Code”) and any other business venture (including,
without limitation, joint venture or limited liability company) in which the
Company has a controlling interest, as determined by the Board of Directors of
the Company (the “Board”).

2.

Eligibility

All
of the Company’s employees, officers, directors, consultants and advisors are
eligible to receive options, stock appreciation rights, restricted stock and
other stock-based awards (each, an “Award”) under the Plan. Each person who
receives an Award under the Plan is deemed a “Participant.”

3.

Administration
and Delegation

(a)
Administration by Board of Directors. The Plan will be administered by
the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the
Plan as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. All decisions by the
Board shall be made in the Board’s sole discretion and shall be final and
binding on all persons having or claiming any interest in the Plan or in any
Award. No director or person acting pursuant to the authority delegated by the
Board shall be liable for any action or determination relating to or under the
Plan made in good faith.

(b)
Appointment of Committees.To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a “Committee”). All references
in the Plan to the “Board” shall mean the Board or a Committee of the Board or
the officers referred to in Section 3(c) to the extent that the Board’s powers
or authority under the Plan have been delegated to such Committee or officers.

(c)
Delegation to Officers. To the extent permitted by applicable law, the
Board may delegate to one or more officers of the Company the power to grant
Awards to employees or

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officers of the
Company or any of its present or future subsidiary corporations and to exercise
such other powers under the Plan as the Board may determine, provided that the
Board shall fix the terms of the Awards to be granted by such officers
(including the exercise price of such Awards, which may include a formula by
which the exercise price will be determined) and the maximum number of shares
subject to Awards that the officers may grant; provided further, however, that
no officer shall be authorized to grant Awards to any “executive officer” of
the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined
by Rule 16a-1 under the Exchange Act).

4.

Stock
Available for Awards

(a)
Number of Shares. Subject to adjustment under Section 9, Awards may be
made under the Plan for up to 15,000,000 shares of common stock, $0.01 par
value per share, of the Company (the “Common Stock”). If any Award (i) expires
or is terminated, surrendered or canceled without having been fully exercised;
(ii) is forfeited in whole or in part (including as the result of shares of
Common Stock subject to such Award being repurchased by the Company at the
original issuance price pursuant to a contractual repurchase right); or (iii)
results in any shares of Common Stock not being issued, the unused shares of
Common Stock covered by such Award shall again be available for the grant of
Awards under the Plan. Further, shares of Common Stock tendered to the Company
by a Participant to exercise an Award shall be added to the number of shares of
Common Stock available for the grant of Awards under the Plan. However, in the
case of Incentive Stock Options (as hereinafter defined), the foregoing
provisions shall be subject to any limitations under the Code. Shares issued
under the Plan may consist in whole or in part of authorized but unissued
shares or treasury shares.

(b)
Sub-limits. Subject to adjustment under Section 9, the following
sub-limits on the number of shares subject to Awards shall apply:

(1)
Section 162(m) Per-Participant Limit. The maximum number of shares of
Common Stock with respect to which Awards may be granted to any Participant
under the Plan shall be 6,000,000 per calendar year. For purposes of the
foregoing limit, the combination of an Option in tandem with an SAR (as each is
hereafter defined) shall be treated as a single Award. The per-Participant
limit described in this Section 4(b)(1) shall be
construed and applied consistently with Section 162(m) of the Code or any
successor provision thereto, and the regulations thereunder (“Section 162(m)”).

(2)
Limit on Awards other than Options and SARS. The maximum number of
shares with respect to which Awards other than Options and SARs may be granted
shall be 5,000,000.

5.

Stock
Options

(a) General. The Board may grant options to purchase
Common Stock (each, an “Option”) and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each Option and the
conditions and limitations applicable to the exercise of each Option, including
conditions relating to applicable federal or state securities laws, as it
considers necessary or advisable. An Option which is not intended to be an
Incentive Stock Option (as hereinafter defined) shall be designated a
“Nonstatutory Stock Option.”

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(b)
Incentive Stock Options. An Option that the Board intends to be an
“incentive stock option” as defined in Section 422 of the Code (an “Incentive
Stock Option”) shall only be granted to employees of CMGI, Inc., any present or
future parent or subsidiary corporation of CMGI, Inc., as defined in Sections
424(e) or (f) of the Code, and any other entities the employees of which are
eligible to receive Incentive Stock Options under the Code, and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) that is intended to be an
Incentive Stock Option is not an Incentive Stock Option or for any action taken
by the Board pursuant to Section 10(f), including without limitation the
conversion of an Incentive Stock Option to a Nonstatutory Stock Option.

(c)
Exercise Price. The Board shall establish the exercise price of each
Option and specify such exercise price in the applicable option agreement,
provided, however, that the exercise price shall be not less than 100% of the
Fair Market Value (as defined below) at the time the Option is granted.

(d)
Duration of Options. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
option agreement, provided, however, that no Option will be granted for a term
in excess of ten years.

(e)
Exercise of Option. Options may be exercised by delivery to the Company
of a written notice of exercise signed by the proper person or by any other
form of notice (including electronic notice) approved by the Board together
with payment in full as specified in Section 5(f) for the number of shares for
which the Option is exercised. Shares of Common Stock subject to the Option
will be delivered by the Company following exercise either as soon as
practicable or, subject to such conditions as the Board shall specify, on a
deferred basis (with the Company’s obligation to be evidenced by an instrument
providing for future delivery of the deferred shares at the time or times
specified by the Board).

(f)
Payment Upon Exercise. Common Stock purchased
upon the exercise of an Option granted under the Plan shall be paid for as
follows:

(1)
in cash or by check, payable to the order of the
Company;

(2)
except as the Board may otherwise provide in an option agreement, by (i)
delivery of an irrevocable and unconditional undertaking by a creditworthy
broker to deliver promptly to the Company sufficient funds to pay the exercise
price and any required tax withholding or (ii) delivery by the Participant to
the Company of a copy of irrevocable and unconditional instructions to a
creditworthy broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price and any required tax withholding;

(3)
except as the Board may otherwise provide in an option agreement, when the
Common Stock is registered under the Securities Exchange Act of 1934 (the
“Exchange Act”), by delivery of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner approved by)
the Board (“Fair Market Value”),

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provided (i)
such method of payment is then permitted under applicable law, (ii) such Common
Stock, if acquired directly from the Company, was owned by the Participant for
such minimum period of time, if any, as may be established by the Board in its
discretion and (iii) such Common Stock is not subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements;

(4)
to the extent permitted by applicable law and by the Board, by (i) delivery of
a promissory note of the Participant to the Company on terms determined by the
Board, or (ii) payment of such other lawful consideration as the Board may
determine; or

(5)
by any combination of the above-permitted forms of payment.

(g)
Substitute Options. In connection with a merger or consolidation of an
entity with the Company or the acquisition by the Company of property or stock
of an entity, the Board may grant Options in substitution for any options or
other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options
contained in the other sections of this Section 5 or in Section 2.

(h)
Limitation on Repricing. Unless such action is approved by the Company’s
stockholders: (1) no outstanding Option granted under the Plan may be amended
to provide an exercise price per share that is lower than the then-current exercise
price per share of such outstanding Option (other than adjustments pursuant to
Section 9) and (2) the Board may not cancel any outstanding Option and grant in
substitution therefor new Awards under the Plan covering the same or a
different number of shares of Common Stock and having an exercise price per
share lower than the then-current price per share of the cancelled Option.

6.

Stock
Appreciation Rights.

(a) General. A Stock Appreciation Right, or SAR, is an
Award entitling the holder, upon exercise, to receive an amount in cash or
Common Stock or a combination thereof (such form to be determined by the Board)
determined in whole or in part by reference to appreciation, from and after the
date of grant, in the fair market value of a share of Common Stock. SARs may be
based solely on appreciation in the fair market value of Common Stock or on a
comparison of such appreciation with some other measure of market growth such
as (but not limited to) appreciation in a recognized market index. The date as
of which such appreciation or other measure is determined shall be the exercise
date unless another date is specified by the Board in the SAR Award.

(b)
Grants. Stock Appreciation Rights may be granted in tandem with, or
independently of, Options granted under the Plan.

(c)
Exercise. Stock Appreciation Rights may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board,
together with any other documents required by the Board.

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7.

Restricted
Stock.

(a) General. The Board may grant Awards entitling
Participants to acquire shares of Common Stock, subject to the right of the
Company to repurchase all or part of such shares at their issue price or other
stated or formula price (or to require forfeiture of such shares if issued at
no cost) from the Participants in the event that conditions specified by the
Board in the applicable Award are not satisfied prior to the end of the
applicable restriction period or periods established by the Board for such
Award (each, a “Restricted Stock Award”).

(b)
Terms and Conditions. The Board shall determine the terms and conditions
of a Restricted Stock Award, including the conditions for repurchase (or
forfeiture) and the issue price, if any.

(c)
Stock Certificates. Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of the Participant and,
unless otherwise determined by the Board, deposited by the Participant,
together with a stock power endorsed in blank, with the Company (or its
designee). At the expiration of the applicable restriction periods, the Company
(or such designee) shall deliver the certificates no longer subject to such
restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant
to receive amounts due or exercise rights of the Participant in the event of
the Participant’s death (the “Designated Beneficiary”). In the absence of an
effective designation by a Participant, “Designated Beneficiary” shall mean the
Participant’s estate.

(d)
Deferred Delivery of Shares. The Board may, at the time any Restricted
Stock Award is granted, provide that, at the time Common Stock would otherwise
be delivered pursuant to the Award, the Participant shall instead receive an
instrument evidencing the right to future delivery of Common Stock at such time
or times, and on such conditions, as the Board shall specify. The Board may at
any time accelerate the time at which delivery of all or any part of the Common
Stock shall take place. The Board may also permit an exchange of unvested
shares of Common Stock that have already been delivered to a Participant for an
instrument evidencing the right to future delivery of Common Stock at such time
or times, and on such conditions, as the Board shall specify.

8.

Other
Stock-Based Awards.

Other
Awards of shares of Common Stock, and other Awards that are valued in whole or
in part by reference to, or are otherwise based on, shares of Common Stock or
other property, may be granted hereunder to Participants (“Other Stock Unit
Awards”), including without limitation Awards entitling recipients to receive
shares of Common Stock to be delivered in the future. Such Other Stock Unit
Awards shall also be available as a form of payment in the settlement of other
Awards granted under the Plan or as payment in lieu of compensation to which a
Participant is otherwise entitled. Other Stock Unit Awards may be paid in
shares of Common Stock or cash, as the Board shall determine. Subject to the
provisions of the Plan, the Board shall determine the conditions of each Other
Stock Unit Awards, including any purchase price applicable thereto. At the time
any Other Stock Unit Award is granted, the Board may provide that, at the time
Common Stock would otherwise be delivered pursuant to the Other Stock Unit
Award, the Participant will instead receive an instrument evidencing the
Participant’s right to future delivery of the Common Stock.

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9.

Adjustments
for Changes in Common Stock and Certain Other Events.

(a) Changes in Capitalization. In the event of any
stock split, reverse stock split, stock dividend, recapitalization, combination
of shares, reclassification of shares, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock other
than an ordinary cash dividend, (i) the number and class of securities
available under this Plan, (ii) the sub-limits set forth in Section 4(b), (iii)
the number and class of securities and exercise price per share of each
outstanding Option, (iv) the share- and per-share provisions of each Stock
Appreciation Right, (v) the repurchase price per share subject to each
outstanding Restricted Stock Award and (vi) the share- and per-share-related
provisions of each outstanding Other Stock Unit Award, shall be appropriately
adjusted by the Company (or substituted Awards may be made, if applicable) to the
extent determined by the Board. If this Section 9(a) applies and Section 9(b)
also applies to any event, Section 9(b) shall be applicable to such event, and
this Section 9(a) shall not be applicable.

(b)
Reorganization Events.

(1)
Definition. A “Reorganization Event” shall mean: (a) any merger or
consolidation of the Company with or into another entity as a result of which
all of the then outstanding shares of Common Stock of the Company is converted
into or exchanged for the right to receive cash, securities or other property
or is cancelled, (b) any exchange of all of the Common Stock of the Company for
cash, securities or other property pursuant to a share exchange transaction or
(c) any liquidation or dissolution of the Company.

(2)
Consequences of a Reorganization Event on Awards Other than Restricted Stock
Awards. In connection with a Reorganization Event, the Board shall take any
one or more of the following actions as to all or any outstanding Awards other
than Restricted Stock Awards on such terms as the Board determines: (i) provide
that Awards shall be assumed, or substantially equivalent Awards shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), (ii) upon written notice to a Participant, provide that the
Participant’s unexercised Options or other unexercised Awards shall become
exercisable in full and will terminate immediately prior to the consummation of
such Reorganization Event unless exercised by the Participant within a
specified period following the date of such notice, (iii) provide that
outstanding Awards shall become realizable or deliverable, or restrictions
applicable to an Award shall lapse, in whole or in part prior to or upon such
Reorganization Event, (iv) in the event of a Reorganization Event under the
terms of which holders of Common Stock will receive upon consummation thereof a
cash payment for each share surrendered in the Reorganization Event (the
“Acquisition Price”), make or provide for a cash payment to a Participant equal
to (A) the Acquisition Price times the number of shares of Common Stock subject
to the Participant’s Options or other Awards (to the extent the exercise price
does not exceed the Acquisition Price) minus (B) the aggregate exercise price
of all such outstanding Options or other Awards, in exchange for the
termination of such Options or other Awards, (v) provide that, in connection
with a liquidation or dissolution of the Company, Awards shall convert into the
right to receive liquidation proceeds (if applicable, net of the exercise price
thereof) and (vi) any combination of the foregoing.

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For
purposes of clause (i) above, an Option shall be considered assumed if,
following consummation of the Reorganization Event, the Option confers the
right to purchase, for each share of Common Stock subject to the Option
immediately prior to the consummation of the Reorganization Event, the
consideration (whether cash, securities or other property) received as a result
of the Reorganization Event by holders of Common Stock for each share of Common
Stock held immediately prior to the consummation of the Reorganization Event
(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of
Common Stock); provided, however, that if the consideration received as a
result of the Reorganization Event is not solely common stock of the acquiring
or succeeding corporation (or an affiliate thereof), the Company may, with the
consent of the acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Options to consist solely of
common stock of the acquiring or succeeding corporation (or an affiliate
thereof) equivalent in fair market value (as determined in the sole discretion
of the Board) to the per share consideration received by holders of outstanding
shares of Common Stock as a result of the Reorganization Event.

To
the extent all or any portion of an Option becomes exercisable solely as a result
of clause (ii) above, the Board may provide that upon exercise of such Option
the Participant shall receive shares subject to a right of repurchase by the
Company or its successor at the Option exercise price; such repurchase right
(x) shall lapse at the same rate as the Option would have become exercisable
under its terms and (y) shall not apply to any shares subject to the Option
that were exercisable under its terms without regard to clause (ii) above.

(3)
Consequences of a Reorganization Event on Restricted Stock Awards. Upon
the occurrence of a Reorganization Event other than a liquidation or
dissolution of the Company, the repurchase and other rights of the Company
under each outstanding Restricted Stock Award shall inure to the benefit of the
Company’s successor and shall apply to the cash, securities or other property
which the Common Stock was converted into or exchanged for pursuant to such
Reorganization Event in the same manner and to the same extent as they applied
to the Common Stock subject to such Restricted Stock Award. The Board may
specify the effect of a liquidation or dissolution on any Restricted Stock
Award granted under the Plan at the time of the grant of such Award.

10.

General
Provisions Applicable to Awards

(a)
Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution or, other than in the case of an Incentive Stock Option, pursuant
to a qualified domestic relations order, and, during the life of the
Participant, shall be exercisable only by the Participant. References to a
Participant, to the extent relevant in the context, shall include references to
authorized transferees.

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(b)
Documentation. Each Award shall be evidenced in such form (written,
electronic or otherwise) as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.

(c)
Board Discretion. Except as otherwise provided by the
Plan, each Award may be made alone or in addition or in relation to any other
Award. The terms of each Award need not be identical, and the Board need
not treat Participants uniformly.

(d)
Termination of Status. The Board shall determine the effect on an Award
of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, or the Participant’s legal
representative, conservator, guardian or Designated Beneficiary, may exercise
rights under the Award.

(e)
Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Company for payment of, any taxes required by law
to be withheld in connection with an Award to such Participant. If provided for
by the Board in an Award, for so long as the Common Stock is registered under
the Exchange Act, Participants may satisfy such tax obligations in whole or in
part by delivery of shares of Common Stock, including shares retained from the
Award creating the tax obligation, valued at their Fair Market Value; provided,
however, except as otherwise provided by the Board, that the total tax
withholding where stock is being used to satisfy such tax obligations cannot
exceed the Company’s minimum statutory withholding obligations (based on
minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to such supplemental taxable
income). Shares surrendered to satisfy tax withholding requirements cannot be
subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements. The Company may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to a Participant.

(f)
Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant’s consent to such action shall be
required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Participant.

(g)
Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company’s counsel, all other legal matters
in connection with the issuance and delivery of such shares have been
satisfied, including any applicable securities laws and any applicable stock
exchange or stock market rules and regulations, and (iii) the Participant has
executed and delivered to the Company such representations or agreements as the
Company may consider appropriate to satisfy the requirements of any applicable
laws, rules or regulations.

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(h)
Acceleration. The Board may at any time provide that any Award shall
become immediately exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

(i)
Performance Conditions.

(1)
This Section 10(i) shall be administered by a Committee approved by the Board,
all of the members of which are “outside directors” as defined by Section
162(m) (the “Section 162(m) Committee”).

(2)
Notwithstanding any other provision of the Plan, if the Section 162(m)
Committee determines, at the time a Restricted Stock Award or Other Stock Unit
Award is granted to a Participant who is then an officer, that such Participant
is, or is likely to be as of the end of the tax year in which the Company would
claim a tax deduction in connection with such Award, a Covered Employee (as
defined in Section 162(m)), then the Section 162(m) Committee may provide that
this Section 10(i) is applicable to such Award.

(3)
If a Restricted Stock Award or Other Stock Unit Award is subject to this
Section 10(i), then the lapsing of restrictions thereon and the distribution of
cash or Shares pursuant thereto, as applicable, shall be subject to the
achievement of one or more objective performance goals established by the
Section 162(m) Committee, which shall be based on the relative or absolute
attainment of specified levels of one or any combination of the following: (a)
earnings per share, (b) return on average equity or average assets with respect
to a pre-determined peer group, (c) earnings, (d) earnings growth, (e)
revenues, (f) expenses, (g) stock price, (h) market share, (i) return on sales,
assets, equity or investment, (j) regulatory compliance, (k) improvement of
financial ratings, (l) achievement of balance sheet or income statement
objectives, (m) total shareholder return, (n) net operating profit after tax,
(o) pre-tax or after-tax income, (p) cash flow, or (q) such other objective
goals established by the Board, and may be absolute in their terms or measured
against or in relationship to other companies comparably, similarly or
otherwise situated. Such performance goals may be adjusted to exclude any one
or more of (i) extraordinary items, (ii) gains or losses on the dispositions of
discontinued operations, (iii) the cumulative effects of changes in accounting
principles, (iv) the writedown of any asset, and (v) charges for restructuring
and rationalization programs. Such performance goals may vary by Participant
and may be different for different Awards. Such performance goals shall be set
by the Section 162(m) Committee within the time period prescribed by, and shall
otherwise comply with the requirements of, Section 162(m).

(4)
Notwithstanding any provision of the Plan, with respect to any Restricted Stock
Award or Other Stock Unit Award that is subject to this Section 10(i), the
Section 162(m) Committee may adjust downwards, but not upwards, the cash or
number of Shares payable pursuant to such Award, and the Section 162(m)
Committee may not waive the achievement of the applicable performance goals
except in the case of the death or disability of the Participant.

(5)
The Section 162(m) Committee shall have the power to impose such other
restrictions on Awards subject to this Section 10(i) as it may deem necessary
or appropriate to ensure that such Awards satisfy all requirements for
“performance-based compensation” within the meaning of Section 162(m)(4)(C) of
the Code, or any successor provision thereto.

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11.

Miscellaneous

(a)
No Right To Employment or Other Status. No
person shall have any claim or right to be granted an Award, and the grant of
an Award shall not be construed as giving a Participant the right to continued
employment or any other relationship with the Company. The Company expressly
reserves the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim under the
Plan, except as expressly provided in the applicable Award.

(b)
No Rights As Stockholder. Subject to the
provisions of the applicable Award, no Participant or Designated Beneficiary
shall have any rights as a stockholder with respect to any shares of Common
Stock to be distributed with respect to an Award until becoming the record
holder of such shares. Notwithstanding the foregoing, in the event the Company
effects a split of the Common Stock by means of a stock dividend and the
exercise price of and the number of shares subject to such Option are adjusted
as of the date of the distribution of the dividend (rather than as of the
record date for such dividend), then an optionee who exercises an Option
between the record date and the distribution date for such stock dividend shall
be entitled to receive, on the distribution date, the stock dividend with
respect to the shares of Common Stock acquired upon such Option exercise,
notwithstanding the fact that such shares were not outstanding as of the close
of business on the record date for such stock dividend.

(c)
Effective Date and Term of Plan. The Plan shall become effective on the
date on which it is adopted by the Board, but no Award may be granted unless
and until the Plan has been approved by the Company’s stockholders. No Awards
shall be granted under the Plan after the completion of 10 years from the
earlier of (i) the date on which the Plan was adopted by the Board or (ii) the
date the Plan was approved by the Company’s stockholders, but Awards previously
granted may extend beyond that date.

(d)
Amendment of Plan. The Board may amend, suspend or terminate the Plan or
any portion thereof at any time; provided that, no amendment requiring
stockholder approval under any applicable legal, regulatory or listing
requirement shall become effective until such stockholder approval is obtained.

(e)
Provisions for Foreign Participants. The Board may modify Awards granted
to Participants who are foreign nationals or employed outside the United States
or establish subplans or procedures under the Plan to recognize differences in
laws, rules, regulations or customs of such foreign jurisdictions with respect
to tax, securities, currency, employee benefit or other matters.

(f)
Governing Law. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the State
of Delaware,
without regard to any applicable conflicts of law.